FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * HENRETTA DEBORAH A   2. Issuer Name and Ticker or Trading Symbol PROCTER & GAMBLE Co [PG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group President Global Beauty (Last) (First) (Middle) ONE PROCTER & GAMBLE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2014 (Street) CINCINNATI, OH 45202 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/21/2014   M   21,882 A $ 51.415 165,571.229 (1) D   Common Stock 02/21/2014   M   8,124 A $ 44.2656 173,695.229 D   Common Stock 02/21/2014   M   43,762 A $ 51.415 217,457.229 D   Common Stock 02/21/2014   S   17,011 (2) D $ 78.7508 (3) 200,446.229 D   Common Stock 02/21/2014   S   5,829 (2) D $ 78.7508 (3) 194,617.229 D   Common Stock 02/21/2014   S   34,357 (2) D $ 78.7508 (3) 160,260.229 D   Common Stock               18,835.3554 (4) I By Retirement Plan Trustees

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(5)

02/18/2014

A

V

159.16

(6)

(6)

Common Stock

159.16

$ 0

466.856

D

Stock Option (Right to Buy)

$ 51.415

02/21/2014

M

21,882

02/27/2007

02/27/2014

Common Stock

21,882

$ 0

0

D

Stock Option (Right to Buy)

$ 44.2656

02/21/2014

M

8,124

02/26/2002

02/26/2014

Common Stock

8,124

$ 0

0

D

Stock Option (Right to Buy)

$ 51.415

02/21/2014

M

43,762

02/27/2007

02/27/2014

Common Stock

43,762

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HENRETTA DEBORAH A ONE PROCTER & GAMBLE PLAZA CINCINNATI, OH 45202			Group President Global Beauty

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Deborah A. Henretta		02/25/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Total includes grant of dividend equivalents on February 18, 2014 in the form of RSU's settled in common stock.
(2)	Shares sold to cover option cost and tax obligations related to stock option exercise.
(3)	Weighted average price of the shares sold. The price range was $78.74 to $78.80. Full information regarding the number of shares sold at each separate price available upon request.
(4)	Balance as of 12/31/13
(5)	Dividend equivalents in the form of Retirement RSU's previously awarded pursuant to Issuer's retirement program. All such RSU's represent a contingent right to receive Procter & Gamble common stock or cash settlement.
(6)	These units deliver in shares or cash settlement on retirement from the Company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.